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HomeMy WebLinkAbout130929 IKON OFFICE SOLUTIONS - CONTRACT - AGREEMENT MISC - 8857043IKON Mmindplece Name: IKON Office Solutions, Inc. WESTERN REGIO Document Efficiency Address 1516 W MH ST SUITE 103 TEMPE, AZ 85281 At Work � Telephone: (888) 456-6457 ext 50131 Fax: tF email rewrite@ikon.com DAVIS Leasing ocorce: Tax Exemct Celifca'e Attached? pA.�. ;. P.O. Required for Future Orders? Service Decline: r Yes r' No r Yes IH' No .:_ ; ...... TVYes I No EQUIPMENT 7b $ESERUIOED SwNlmagNA Model Description Serial* Equipment IDR Base Rate Inslao at Location Meter Read Meter Type Ilowances/Ho Meter Contact MeterContact Meter Contact ur Overage Rate Meier Contact email Telephone Fax IR7200 CANON MPY00665 10211759 $3,198.72 ANNUAL TOTAL 125,000 0.0262 r Parts, Labor, Drums W. Supplies (excludes staples and paper) r Supplies including staples (excludes paper) r Connectivity Software r After -Fours Service r Other (Note in Special Instructions) r Parts and Labor (-. Connectivity Software After -Hours Sorvioo /Z r Annual Non -Metered Block of Hours IY, Base+Ovorage r Base*Usage Usage r Maintenance in IFS Loasa Maintenance included in order r Monthly BasefOuerega Monthly r Quarterly Base/Overage Quarterly Base+ Usage Monthly BasotOverage Monthly r Quarterly 8aso1Ovorage Quarterly r Usage Only Billed Monthly (approval r Non -Motored Annual Man Only Name and Title (please print or type in name): S NFiQ_c` T D�RE'.voQ OP pup Ittlinq2fid,a rs.rmrartan..,.t+e MMSA 2 - Rev 11107, ver 1.0 r Create Billing Group w/Group Usage Cre ate Billing w/lndivitlml Usage [`. Add Existing Billing r wfGroup G wA.dwidu.1 Usage W Annual Base (Overage Annual (rostricted) j- Point of Consum ption (approval raguprod) [� Annual Base 10verage Annualat WY v MMc Qo Annual MaSe1 Annual UVerage- *LEASE SIGN AND DATE This COPY AND RETURN TID ME tates'Valid for 72 Hours Document Efficiency At Klvrkr RXIII6lT A TO MASTER MAINTENANCE & SALE, AGREET'IENT This Agreement sets forth the specific terms and conditions under which IKON agrees to sell the specific products identified on a Sales Order (defined below) entered into hereunder ("Products") and/or provide maintenance services for the specific items of equipment identified on a Service Order' (defined below) entered into hereunder ("Services) to Customer from time to time. Either party tray terminate the "master" arangnncnt contemplaord by this Agreement at any time ulwn prior written notice to the other. 'Termination ofthis Agreement shall not, however, alterorotherwisc modity the rights or obligations ofthe parties off respect to any Sales Order or Service Order placed and accepted prior to such termination. The following terms site[[ apply to all Service transactions: I. Services. (a) In order to obtain Services from IKON hereunder, Customer will either (i) execute it Service Order (in a folio to be provided and executed by IKON) referencing this Agreement, or (ii) issue a valid and signed purchase order to IKON (each referred to in this Agreement as a "Smico Order'). Each Service Order roust identify the specific equipment to be serviced, the tenn of the Service engagement, fire location at which Services shall be petitioned and the applicable Service charges for such order. The cover page to this Agreement may servers an initial Service Order. (b) .As part of its Services, IKON will repair or replace in accordance with the terms and conditions of this Agreement any part of the serviced equipment that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used. All parts removed due to'neplacentent will become the property of IKON. (c) l Ire Services provided by IKON under this Agreement and each Scrvice Onfcr will not include the following: (i) Repairs resulting not, misuse (including without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications); (if) Repairs made necessity by service pafonned by persons other than IKON representatives; (iii) Service calls or work which the Catalano) requests to be pot unned outside of regular IKON business hours (unless covered under an extended hour setvice contract) and Service calls or work which the Customer requests to be pet craned on IKON holidays, (iv) Removable console, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the serviced equipnreru; (v) Consumable supplies such as paper or staple., unless expressly provided for in the Service Order; (vi) Repairs and/to ' service calls resulting front a« i chmems not purchased from IKON; (vii) Any sof bore, system support or related connectivity unless specified in writing by IKON; (viii) Parts no longer available from the applicable manufacturer; (ix) Electrical work external to the serviced equipment, including problems' resulting front overloaded or improper circuits; and (x) Charges for installation of the serviced equipment or de -installation and/or movement of the serviced equipment from one location to another. Derange to serviced equipment or pans arising from causes beyond the control of IKON are not covered by this Agreement or any Service Order. IKON may 1,arunate its Service obligations under this Agreement or any Seuvice Order with respect to any item of serviced equipment that has been modified, damaged, altered or serviced by personnel effect than those employed by IKON. Additionally, service ncecsslened as a result of inadequate key operator Involvement, operate, caused damage, lack of recounnended service, or use of inadequate or incompatible supplies may result in Service being rendered on a time -and -material basis in addition to the Service Charges. ? Service Calls. Service calls will be made during normal business hours at the installation address shown on the applicable Service Ordet. Service does nor include coverage on IKON holidays. Travel and labor -time for die service calls after normal hours, on weekends and on holidays, if and when available and only in the event and to the extern that IKON agrees to provide such non-standard coverage, wilt be charged at overtime rotes in effect al the tins the service .all is mode. IKON representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible lot disconnecting and re -connecting unauthorized attaclnnents or components. Customer shall hold IKON and its employees and representatives harmless }our and against dmnagee to any unauthorized pats, componens or accessories as well as any claims arising dherefourt. 3. Reclo ditioninn. Reconditioning and similar major overhauls may be covered by applicable manufacturer vi naNies, but are not covered by This Agreement of any Service Order. If IKON determines that such aclions may be necessary as a result of normal well and tear of materials and age factors caused by normal usage in order to keep the serviced equipment in working condition, IKON will submit to Customer an estimate of the needed repairs and thereto for such repairs (which costs will be in addition to the charges payable under the applicable Service Older). If the Customer does not radiation such reconditioning, IKON may, at its option: (t) discontinue service of such serviced equipment under the applicable Service Order and refund any unused portion of the Service Charges (as defined below•) applicable to such serviced equipment, or (it) refuse to renciv such Service Order' of such serviced equipment upon its expiration. Alter any such termination, IKON will make service available on a "Per Call" basis at IKON's then -prevailing rates at the time of service. 4. Tel Each Service Order shall become effeetivecn theefl'ectivedateofthe Service0rder and shall continue for the Icon identified in the Service Order. At ­fhe expiration of the initial term or any extended tam of any Service Order, it will automatically, subject to applicable law and without fmtlier action required by either party, renew I'or an additional twelve (12) month period, provided that the Cuticular is not then in default and subject to appliciblelaw. The contracted rate will be adjusted to IKON's fuel -prevailing rates, to be)effected in an aulonealto increase as ofile renewal date. 5. Scrvice Charges. (a) Service charges ('Service Charges"), will beset forth on the Service Order and will be payable by the Customer in advance. Service Charges will not include any charges for repairs nr Service that are otherwise covered by the applicable attain fzctnret'a limited eat ialily during the period covered by any such wan'anry, to ilia extent IKON has agreed with such manufacturer not to charge a customer for any such charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification changes, of use by Customer o'sub-standard supplies that cause excessive setvice cabs tray require on increase in Service Charges; (n) the transfer critic serviced equipment from the location indicated on the applicable Set vice Order may rosull in an inttcase of Service Charges or the lei initial of the applicable Service Order; and (iii) the Toner Inclusive Program (irappl icable) is based on nanu[acturer supply consumplion rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products varying significantly @our expected usage may result in additional charges for supplies. Customer agrees to pay when one, all faxes, where applicable, related to this Agreement and/or any Service Order, excluding taxes on life income of IKON. (b) Service Charges are based on standard 8.3xll images. IKON reserves the right to assess additional images charges for non-standard images, including I IxI7 images. Customer acknowledges that pricing is based on the prevailing rates at the time of the contract. If ds term ofany Service Order exceeds 12 months, the Cost Per Image and the Cost of Additional Inmges may be increased by IKON up to 5%initially for each year beyond the initial 12-month period. Document Efficiency At Work! 6. Defaui . IICustomer does not pay all Service Charges or of her charges owing nuclei It) is Agreement or any Service Order promptly o hen due, IKON may (i) refuse 10 further service the serviced equipment until such default is (idly cured, or (ii) famish Sercice on a C.O.D. "Per Call' basis at IKON's themprevailing riles, at the (fine of Service. Except as expressly permiucd by this Agreement, no refund or credit %vill be given for any early termination orally Service Cider or any renewal dfercot* defaults If Customer' in its obligations hereunder, IKON may require Crammer to immediately pay to IKON all past due payments wader all Service Orders, and the early nomination fee described in Section 10 below. 7. Use f ftecmnincnded Sm{Iplies• \1efer Reudhgs. (a) If the Customer uses other loan manufacturcrrecommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are detective or not acceptable for use oil the serviced equipment or cause abnomrally frequent service calls or service problems, then IKON may, at its opiiun, assess a surcharge or temonate the applicable Service Older with respect to such items of serviced equipment. If so terminated, Customer will be ofl' out service on a "Per' Call" basis al IKON's then -prevailing rates. it is not a condition of this Agreement that the CUS(rmes Use only IKWItrovided supplies. (b) If IKON determines that Customer has used more [ban the manulacturer's recommended specifications lot supplies provided by IKON, Customer will pay reasonable charges for (hose excess supplies and/or IKON may refuse additional supply shipments. Customer agr'ces to provide IKON true and accurae meter readings mouhly ;red in any reasonable manner requested by IKON, whether via telephone, email or omen oc. If accoram inciter readings are not provided on a timely basis, IKON reserves the right to estimate the meter readings hour previous meter readings, Appropriate ropy slmenls mill be trade to subsequent billing cycles following receipt of actual and accurate meter readings. As part of its Services, Customer acknowledges and agrees that IKON may place automatic meter reading units on imaging devices at your location in order to facilitate the timely and efficient collection of accurate moot read data on a monthly, quarterly or annual basis. iKON agrees that such units will be used by IKON solely lot such limited purpose.. Once transmitted, all meter read data shall become the sole property, of IKON and will be utilized for billing purposes. S. Custauter Obligations. Customer agrees to provide a proper place for the use of Life serviced ekluipnrent, including electric service as specified by the manufacturer. Customer will provide adequate facilities (a( to charge) for use by IKON representatives in connection with the Service of the serviced equipment hereunder within a reasonable distance of the serviced equipment. Customer agrees to provide "360 degree" service access to (Ice serviced cquipmera. Customer will provide a key operator for the serviced equipment and will make operators available for Insvi c(ion in use and care of file serviced Iquipmerrt. Unless robe ise agreed upon by IKON in n•rifing or designated in (he applicable Service Order, all supplies for use with the serviced equipment will be provided by the Customer and will be available "on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs. 9. &rev Termination. (a) Customer may terminate any Service Order trader (his Agreement prior to its maturity so long its Customer' is not tilt.,, in default and provides IKON at least thirty (30) days prior written nourc. (b) For each Service Order having an initial term oral least 36 months, Customer shall pay to IKON, as liquidated damages and not as a penalty, (he following wady termination fee: (i) if the temination occurs in months I through 12 of the Tenn crunch Service Older, an solution equal to 12 Times (he base monthly Service Charge payable under such Service Order; (ii) if the nomination occurs in months 13 through 24, in renown liquid to 9 times the base monthly Service Charge; and (fit) if the lermmarlion occurs anytime alter the 24"' month, an anion,,[ equal to the lesser of 6 fillies file base rnonlhly Service Chm'ge or the number of months remaining under the (hen current lefm of such Scrvicc Order. For each Service Order having an initial term of less marl 36 months, Customer shall pay to IKON, as liquidated damages and not as a penalty, an early continuation lie equal it the lesser of 6 tionis the base mfonthly Service Charge or the number' of months retraining under file initial form of such Service Order. The following term, shall apply to all Product sale transactions: 10. Order. Delivery and Acceptance, in cider to purchase Products Ono IKON hereunder, Customer will either (i) execute a Sales Order In a from to be provided and executed by IKON) referencing This Agreement, or Oi) issue a valid and signed purchase order to IKON (cacti referred to in this Agreement as a "Sales Order'). Each Sales Order must identify lire Products, the. Product delivery location and the applicable Product charges for such older. -tire cover page to this Agreement may serve as an initial Sales Order. Unless otherwise agreed upon by both parties in writing, (a) delivery of Products to common car'r'ier or, in file case trial arranged delivery by a local IKON installation vehicle, actual delivery by such vehicle to Customer shipping point, shall constitute delivery to Customer, and (b) Customer'shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by this Agreement when the same is delivered by signing a delivery and acceptance eertincate or written delivery acknwvledgemem. Orders shall not be cancelable by the Customer following acceptance by (ICON. IKON reserves tilt right to make Product deliveries in installments. All such installmens shall be separately invoiced and paid for when due, ivi(hout regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligation to accept temaming installments and -remit pay,,tefds as invoiced by IKON. IKON reserves the right at any time to revoke any credit extended to Customer because ofCuslomer's lailw'e to pay for any Products when clue or for any other similar credit reason. 11. Returns: Damaged Products, No Products may be returned without IKOMs prior written consent Only consumable goods invoiced within sixty days will be considered for return. On author ized returns, Customer agrees (o pay a restocking charge equivalent to 30%of the purchase price. Merchandise returned without written afnhorization may not be accepted at the receiving dock and is file sole responsibility or the Customer. All two- saleubic nfochandise (that has been opened or partially used) will be deducted from any credit due to the Customer. All claims for damaged Products or delay in delivmy shall be deemed waived unless made in writing defivered to IKON within three days after naccipt of Products. Document Efficiency At Work` Tire following terms shall apply to the IKON PfasPuk Program: 12. IKON PlujPak Program. Paeligible equipment (as detennined by IKON from time to lime), Customer may elect to obtain Services by participating in the IKON Pius Pak Program. To participate, Cuslomcr must Inrchuse an IKON Pluspak fat the desired item of equipment by executing either a Sales Orderer a Service Or der indicating it Pluspak purchaseand I bespecitic item of efigibleequipncal for which' cover age is desired. Participation in the Pluspak Program shall commence following paymmInt tar the Pluspak and entities Customer m receive (a) one (1) local cartridge for the item of equipment covered by the Plus Pak, and (b) Services (or such item of equipment until PlusPak coverage terminates. Participation in the Pluspak program is voluntary and Customer nucy terminate Pluspak coverage al any time upon thirty (30) clays prior wrince notice to IKON. Pluspak coverage shall terminate automatically upon tine first to occur offs) consumption cribs Plus Pak lariat caruidgq (y) purchase by Customer of a non-Plud' ak toner cartridge, or (z) three (3) years Rom the data of Pluspak purchase. By paricipating in the Plus Pak Program, C'usfaner acknowledges and agrees that IKON shall have no obligation to provide Service at refund P)usPak payments following termination oT Pluspak coverage for any reason. In order to obtain Service following termination of coverage, Customer may purchase additional PlusPaks, or purchase Services on a line-andanmerials basis at IKON's then -prevailing rates and in accordance with the terms and conditions of this Agreement. Pluspak purchase prices ate nomrel'undable and are due and payable following delivery of Pluspak cousumables. All of the terms and conditions of this Agreement shall apply to Pluspak Imnsoctions, excluding those set foil, in Sections 4, 51b, 76 and 9b. In file event of a conflict between the lens and conditions of this Section and chose Sc( Forth in any other Section of this Agreement, the actors and conditions drihis Section shall control. The following terms shall appM to all Product, Service and PlusPek Pl Ogl u l (I aIkS;WdonS: 13. Warranty. IKON agrees to p u lcarm its Services in a professional nnanncr, Collustent with applicable induetry standards. IKON is not the nranufacmrer of any of the Products. However, IKON shall transfer to Customer any Product warranties made by the applicable Product manufacturer, to the extent transferable and whIIO.I contuse. EXCEPT AS EXPRESSLY SET FOKH I IN THIS AGREEMENT, IKON DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NIERCHANTABILRY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. IKON SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR .ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. IKON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER, IF ANY, UNDER ANY SALES ORDER OR SERVICE ORDER, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO IKON THEREUNDER. Customer' must comply with ally applicable license agroci cent or license terms relating to intangible property or associated services included in any Products, such as periodic sotlware licenses and/or prepaid data base subscription rights ("Software License"), whether pursuant tow, into, clickdhrough, shrink-wrap or o0ar' agreements for Stich palpate, with the supplier office Suffw lees ("Sollomre Supplier"). IKON has no right, title or interest in any Software. Customer is solely responsible I'm entering into Software Licenses with the applicable Software Supplier. 14. Payment: Rill, of Loss: Taxes. payinenl terns are act ten (10) days. If invoices are unpaid and overdue, Customer agrees to pay IKON a late charge of 1.5% per meet], on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shall pay IKON all costs and expenses of collection, or in the enforcement of IKON's rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not snit is brought All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer la any Services not performer] in accordance with tine Service standards set forth in this Agreement shall be the prompt and pope, t"yetro cnance of such services at no additional charge, Unless otherwise agreed upon by both parties in writing, Customer assures all risk or theft, loss or damage, no maser how occasioned, to all Products covered by this Agreement following delivery by IKON to common carrier or, in.the case of an aranged delivery by a local IKON installation vehicle, delivery by such vehicle to Customer shipping point. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable [axes dual are levied on or payable as a result of the use, sale, possession Or ownership of the Products and/or Services coverers hereunder, other than income taxes of IKON. I5. AssiRn r P ce \i r . Customer Shall neither assign any, ieln or interest arising under this Agreement not delegate any obligations hereunder without the prior written consent of IKON. Any such aaenmted assignment or delegation shall be void IKON shall not be liable for failure to deliver or delays in delivery or Products or Services occasioned by causes beyond IKON's control, including without limitation strikes, lockout, lives, embargoes, war or other outbreak of hovilities, inability to obtain materials or shipping Space, receipt of orders in excess of IKOeFs to its supplier's (hen - scheduled production capacity, machinery breakdowns, delays of eerier o pliers sentineled acts and regulations oar other causes beyond I N's control' .i ATE- se> GAOL Z)P'J ib o ��oo S a%A"TE �c.Ot-URi1JJt` �. 1 G. Governinn Law: Entire Aerecmgnt. This Agreement shall be governed by and construed and interpreted in accordant Jill the laws oi' the Cerarnom<an r' n s{,vania. The parties hereto also agree to submit to the nomexclusivro jurisdiction of the courts of theC.omnrenmeahh-Wt— R.amsylvania to resolve any action trader this Agreement. This Agreement constitutes the entire agreement between the patties and may not be amended except in writing signed by an officer or authorized representative of IKON. All Sales Orders and Service Orders shall be governed solely by the terns and conditions of this Agreement, notwithstanding the inclusion of any additional or different teens and conditions in racy order document of any kind issued by Cuslomcr at any time. PURCHASE ORDERS ISSUED BY CUSTOMER FOR PRODUCTS AND/OR SERVICES FROM IKON, EVEN IF THEY DO NOT EXPRESSLY REFERENCE Oft INCORPORATE THIS AGREEMENT, SHALL BE SUBJFCI' TO THIS AGREEMENT AND SERVE ONLY TO IDENTIFY THE PRODUCTS AND/OR SERVICES ORDERED AND SHALL NO'T BE DEEMED TO ALTER OR OTHERWISE MODIFY THE, TERMS AND CONDITIONS OF THIS AGREEMENT. IKON may acceptor reject any order in the exercise ores discretion and 'nay rely upon each order submjned by Customer as a binding commitment No local, general or trade custom of usage or cotuse of pria' dealings between the parries shall be relevant to supplement or explain any term used herein. This Agreement and any Sales Orders ea Service Orders maybe executed in one or molecounterparts which, taken together, shall cactainne one and detracts clinical document. Any notices required under this agrcemem sbonld be sent to: IKON Office Solutions, Inc., 1735 Bass Road, Macon, GA 31210. Attention: IKON Quality Assurance Department.